Terms and Conditions

Terms and Conditions for the Supply of Services by Zhero Limited

1. DEFINITIONS

Additional Charge

Any additional charge which the Supplier is entitled to make to the Customer in relation to any of the matters specified in Clause 9.

Annual Charge

The annual charge specified in the Service Agreement which shall in each year of the Term be automatically adjusted by an amount that is equivalent to any increase in the Consumer Price Index in the preceding twelve month period.

Commencement Date

The commencement date specified in the Service Agreement.

Current Period

The Initial Period or any Subsequent Period as relevant.

Customer

Any individual, partnership, firm or company to whom the Supplier provides Services including without limitation such person whose details are set out on the Supplier’s standard Service Agreement.

Customer Site(s)

In relation to any Customer the site or sites at which the Supplier is to provide Services including any site whose details are set out on the Supplier’s standard Service Agreement.

Initial Period

The period preferred by the customer, monthly or twelve full calendar months beginning on the Commencement Date.

Service Agreement

The Service Agreement of the Supplier as the same may be amended from time to time in which these Terms and Conditions are incorporated.

Services

Those services specified in the Service Agreement full particulars of which are set out in the Schedule to these Terms and Conditions.

Service Hours

The service hours specified in Clause 4.

Subsequent Period

One or more successive periods of twelve full calendar months by which the Initial Period may be extended pursuant to the provisions of Clause 7.

Supplier

Zhero Limited of 1 Bouton Place, Waterloo Terrace, London, N1 1TR.

Term

The Initial Period and any Subsequent Period.

2. CONDITIONS OF SERVICE 

The following Terms and Conditions are incorporated in full in the Service Agreement and govern the supply of all Services and materials by the Supplier to the Customer.  The Service Agreement constitutes the entire understanding between the Customer and the Supplier and supersedes all prior written or oral agreements, understandings communications or practices between the Customer and the Supplier insofar as they relate to the Services. Any amendments, additions or deletions to these Terms and Conditions must be expressly set out in writing in the Service Agreement and must be signed by a Director of the Supplier and a person with authority to contract on behalf of the Customer. The acceptance by the Customer of the performance of services provided by the Supplier to the Customer following the date of notification of these Terms and Conditions shall constitute acceptance by the Customer of these Terms and Conditions.

3. EQUIPMENT COVERED

All items of Equipment requiring coverage by the Service Agreement must be listed in the Service Agreement under the heading “Description of Equipment”. A Server or Workstation also includes its original Microsoft Windows Operating System and any original Microsoft Office Product owned by the Customer. Any additional software of the Customer whether the same is loaded either before or after the date the Service Agreement comes into effect is excluded unless explicitly listed in the Service Agreement. Where more than one item of Equipment is covered by the Service Agreement, the Service Agreement will be construed severally and distinctly in respect of each such item of Equipment and any failure in respect of any one item of Equipment shall not prejudice or affect the rights and liabilities of the parties in respect of each other item of Equipment

4. SERVICE HOURS

Service Hours are agreed within the Proposal document, with the basic service package starting from 8:00am to 6:00pm (Greenwich Mean Time or British Summer Time as appropriate) every day excluding Weekends and Bank Holidays unless the Customer has optionally extended the Service Hours to 24 hours per day, 365 days per year, as agreed and indicated in the Service Agreement. Supplier also operates a best endevours out of hours service on a pay as you go basis for those requiring a less formal arrangement to extended hours support.

5. SERVICES AND SERVICE LEVEL COMMITMENTS

The Supplier shall provide the Services listed in the Service Agreement to the Customer with due care and skill in a timely and efficient manner to the best of its skill and abilities in accordance with good industry practice. The Supplier will provide a Call Number that will route Customers’ calls to a priority queue to one of the Supplier’s Support Call Centres.  All Calls will either be answered within five minutes or will provide an opportunity for the Customer to leave a message.  Customers may request corrective maintenance service calls to the Supplier in the event any item of Equipment Covered fails and requires repair.  A request for service will be considered accepted once it has been logged on the system by the Supplier and an appropriate Call Number allocated and communicated to Customer “Service Call”.  The Supplier will use all reasonable endeavours to provide a resolution for a “Service Call” within the Contracted Response Time.

6. CONTRACTED RESPONSE TIME

The General Contracted Response Time is the maximum number of service hours (defined in Schedule Of Services and Priority Matrix found in Section 20) elapsed from the moment that the Customer has logged a call (evidenced by receipt of a call number) to the time at which the technician is either on-site or available remotely ready to commence resolution of the problem.

7. TERM OF THE SERVICE AGREEMENT

The Term of the Service Agreement begins on the Commencement Date and shall end on the expiry of the Initial Period or any Subsequent Period in relation to which the Customer gives notice of termination to the Supplier in accordance with Clause 13. If the Customer fails to give notice in accordance with the provisions of Clause 13 the Initial Period will automatically be extended by a Subsequent Period and any relevant Subsequent Period shall automatically be extended by a further Subsequent Period in relation to which extended periods the Customer shall be liable to pay the Supplier the Annual Charge together with any Additional Charges which the Supplier is entitled to make pursuant to the Service Agreement. This clause does not apply to consumption based products such as Microsoft CSP.

8. ANNUAL CHARGE

In consideration for the Supplier providing the Customer the Services specified in the Service Agreement the Customer agrees to pay to the Supplier the Annual Charge specified in the Service Agreement upon and subject to these Terms and Conditions.  The Supplier will invoice the Customer for the Annual Charge in advance commencing on the Commencement Date and after that either annually or quarterly in advance as specified in the Service Agreement.  If the Customer prefers the Customer may pay the Annual Charge quarterly in advance by direct debit.

9. ADDITIONAL CHARGES

In addition to the Annual Charge the Supplier shall also be entitled to charge the Customer and the Customer undertakes to pay to the Supplier Additional Charges such as the Supplier’s current commercial hourly or daily rates from time to time, as specified on the Supplier’s web-site or such other rates as specified in the Service Agreement in respect of the matters set out in this Clause.

  • any service requested but not covered by the Service Agreement.
  • any service requested out of Service Hours will be charged at one time and half the Supplier’s current commercial hourly or daily rates from time to time, as specified on the Supplier’s web-site or such other rates as specified in the Service Agreement.
  • any service requested out of Service Hours which falls on a Sunday or Bank holiday will be charged at double theSupplier’s current commercial hourly or daily rates from time to time, as specified on the Supplier’s web-site or such other rates specified in the Service Agreement
  • consumables requested by the Customer.
  • in any case where the cost of supplying maintenance service or fitting of parts exceeds the current replacement value of the equipment/software the Customer will be offered replacement equipment/software or new equipment/software at a discounted rate or an agreed charge for the excess work.
  • upgrades, new installation and new technologies of any third party software not covered under the Service Agreement.
  • any installation of new workstations.
  • increased time or re-visits due to failure of the Customer to give adequate access to Equipment covered by the Service Agreement.
  • user error, spyware, and any software installed without authorization from the Supplier.
  • any work that requires project management and coordination.
  • any system consultancy and re-design.
  • any end-user training.
  • GPS PDA Mobile phones other mobile device user home workstation/networks support.
  • any service on home operating system

 

10. PAYMENT TERMS

All sums payable under the Service Agreement are subject to Value Added Tax which shall be payable at the relevant rate on receipt of the Supplier’s VAT Invoice.

Invoices in relation to Additional Charges payable pursuant to the Service Agreement must be paid in full within thirty days of the invoice date. If the Customer fails to make payment within thirty days the Supplier reserves the right to:

  • withhold service facilities until payment is made in full.
  • charge interest at a rate of 2% above bank base rate per calendar month or part thereof.
  • charge an administration fee of £50.00.

11. LIMITS OF SERVICE

The Supplier’s obligation to provide Services under the Service Agreement shall not extend to:

  • equipment not detailed on the Service Agreement or included as Equipment Covered.
  • services requested outside the agreed Service Hours.
  • services for equipment with no real accepted faults (including but not limited to user error, software viruses, spyware, and any software installed without  authorization from the Supplier, telecommunication line interference, fluctuations in electrical supply or other defects in the operating environment are not covered by the Service Agreement).
  • equipment failure or defect resulting directly or indirectly (as determined in the Supplier’s sole discretion) from improper use or care of the Equipment (including but not limited to operation outside normal specifications improper use of a power supply damage due to vandalism explosion flood or fire).
  • service due to Customer’s wrongful act negligence or failure to comply with this Service Agreement.
  • service for general Equipment overhauls reconditioning or relocations.
  • loss or damage caused by external third party services.
  • backup of data over agreed limits.
  • large data backups that do not complete in scheduled times.
  • backup and restore of data to and from tape media.
  • backup of databases systems on brick levels.
  • any Outlook data files (PST) on local workstations or network.
  • any damage caused by using Cloud Email Security.
  • any emails missing by using Cloud Email Security.
  • any damage to any managed data storage equipment not connected to an Uninterrupted Power Supply.
  • support and backup of data on mobile phones or mobile devices.
  • support on unlicensed or illegal software.
  • any system or software bugs.
  • any actions of any third party or user with administrative access that is not employed by the Supplier.
  • data safety/protection without Secure Sockets Layer (SSL).
  • damage caused by virus via any access method into network.
  • Cloud Backup’s failure on low quality internet solutions.

CUSTOMER’S RESPONSIBILITIES 
In order to be eligible to receive the Services of the Supplier the Customer shall at all times comply with the following provisions and the Supplier shall have no liability to provide the Services unless the Customer shall comply fully with such provisions. The Customer shall:

  • use the appropriate national phone number during agreed Service Hours to request service.
  • provide a detail of the affected Equipment Covered and a location.
  • provide a description of the fault.
  • where possible provide a description of the events leading up to the fault and any error messages displayed that is also true and accurate.
  • provide adequate backup for the Customer’s data and software, it being understood and agreed that the Supplier has no responsibility for any loss of data or software, it being the responsibility of the Customer to make adequate arrangements for the reinstallation of any software or data not detailed as Equipment Covered.
  • provide free safe and sufficient access to the Customer’s Site(s) and the Equipment Covered in order for the Supplier to fulfil their obligations under the Service Agreement.
  • provide the Supplier with free safe and sufficient access to any hardware or software not supplied by the Supplier which is required in order to enable the Supplier to provide the Services, it being understood and agreed that it is the responsibility of the Customer to ensure that warranties for third party products do not become void if the Supplier works on them.
  • ensure that all software used by the Customer is licensed.
  • ensure correct security permissions exist in relation to all data and emails.
  • review security permissions on data and emails on a regular basis.
  • ensure that correct data is included in all backup selections.
  • review data selection of backups on regular basis.
  • ensure that no data is stored on local devices or workstations.
  • provide sufficient bandwidth through a good quality and reliable internet connection to enable Cloud backups.
  • provide all necessary facilities to enable all necessary back-ups of mobile phones and devices.
  • ensure local applications data files are not stored on workstations (example Sage, Payroll CRM).
  • follow Supplier guidelines on backup infrastructure architecture when not using Zhero Cloud Backups
  • acknowledge that Cloud backups are only the backup of data/emails and not a:
    • data/email archive solution.
    • disaster recovery solution.
    • imaging solution.
  • notify the Supplier in the event that a data restoration requires an operating system.
  • install a certified/recognised email archiving solution if a record/archive of all sent/received/deleted emails is required as the default Cloud backup retention period is approximately 14 days
  • install a certified/recognised data archiving solution if a record/archive of all stored/modified/deleted data is required as the default Cloud backup retention period is approximately 14 days
  • install a certified/recognised antivirus solution.
  • not share, supply or disclose the Supplier’s intellectual property with any third parties.
  • not use the Outlook auto-archive function on workstations.
  • shall report to the Supplier any changes in the Customer’s relationship with any third party supplier/vendor having administrative access to the Customer’s equipment.
  • keep secure, at all times, the administrative access for all users and associated credentials.
  • apply best practice to password management/confidentiality and ensure that all passwords are changed regularly.
  • comply with fair use of ‘unlimited support’.
  • provide all necessary end-user/staff training.
  • keep data safe by using preferred suppliers for Secure Sockets Layer SSL certificates.

12. CUSTOMER’S OBLIGATIONS

The Customer undertakes and agrees with the Supplier

  • Microsoft End Users. Customer controls access by End Users, and is responsible for their use of the Product in accordance with this agreement. For example, Customer will ensure End Users comply with the Acceptable Use Policy.
  • Microsft related Customer Data. Customer is solely responsible for the content of all Customer Data. Customer will secure and maintain all rights in Customer Data necessary for Microsoft to provide the Online Services to Customer without violating the rights of any third party or otherwise obligating Microsoft to Customer or to any third party. Microsoft does not and will not assume any obligations with respect to Customer Data or to Customer’s use of the Product other than as expressly set forth in this agreement or as required by applicable law.
  • Microsoft Responsibility for your accounts. Customer is responsible for maintaining the confidentiality of any non-public authentication credentials associated with Customer’s use of the Online Services. Customer must promptly notify customer support about any possible misuse of Customer’s accounts or authentication credentials or any security incident related to the Online Services.
  • Customer may not (and is not licensed to): (a) reverse engineer, decompile or disassemble any Product or Fix, or attempt to do so; (b) install or use non-Microsoft software or technology in any way that would subject Microsoft’s intellectual property or technology to any other license terms; or (c) work around any technical limitations in a Product or Fix or restrictions in product documentation.
  • Customer may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters Customer’s use of the Online Services. Except as expressly permitted in this agreement or Product documentation, Customer may not distribute, sublicense, rent, lease, lend, resell or transfer and Products, in whole or in part, or use them to offer hosting services to a third party.
  • not to assign the Service Agreement without the written consent of the Supplier (such consent not to be unreasonably withheld).
  • to allow a service engineer or other authorised representative of the Supplier to enter the Customer’s Site(s) for the purpose of inspecting repairing servicing or removing the Equipment during the Service Hours.
  • in relation to each item of Equipment to use only those suppliers approved by the manufacturer of the Equipment.
  • not to attempt to alter, repair or otherwise interfere with any item of Equipment unless strictly in accordance with the manufacturer’s instruction manual.
  • to use each item of Equipment solely in accordance with the manufacturer’s specifications.
  • not to move any item of Equipment from the Customer’s Site(s) without the prior written consent of the Supplier such consent not to be unreasonably withheld provided that the new location falls within the normal servicing area of the Supplier.
  • to obtain all necessary permissions in order to enable both the Customer and the Supplier to access and use all items of Equipment (including all data hardware and software components) for the purpose of providing service under this Service Agreement.
  • to ensure that no information of services operations and information rendered or disclosed by the Supplier will be shared with any third party it being understood and agreed that all intellectual property rights in relation to the services provided by the Supplier pursuant to the Service Agreement are reserved to the Supplier.

13. TERMINATION BY THE CUSTOMER

The Customer shall have the right to terminate the Service Agreement by giving not less than 90 days’ notice in writing to the Supplier in accordance with the provisions of Clause 19.

14. TERMINATION BY THE SUPPLIER

  • The Suppliermay terminate the Service Agreement without any prejudice to any of its rights by giving notice in writing to the Customer in accordance with the provisions of Clause 19 if the Customer:
  • commits any major or persistent breach of any term or condition of the Service Agreement.
  • fails to pay any invoice within 60 days of the invoice being due.
  • the Customer being a limited company calls any meeting of creditors or has a receiver or administrative receiver appointed or has a winding up petition presented against it that is not dismissed within 21 days or enters into liquidation.
  • the Customer not being a limited company has a bankruptcy petition served upon the Customer that is not dismissed within 21 days or enters into or arranges a composition with the Customer’s creditors.

Termination of this Agreement by the Supplier will not discharge any pre-existing liability of the Customer to the Supplier. On such termination the Supplier shall be entitled to recover from the Customer in addition to all existing outstanding charges the total of the Annual Charges which would have been payable until the expiry of the Term of the Service Agreement including any Annual Charges relating to the end of first Subsequent Period following the current Period in which the Supplier gives notice of termination to the Customer if such notice is given less than 90 days before the expiry of the current Period of the Service Agreement.

15. EARLY TERMINATION BY THE CUSTOMER

The Customer acknowledges that the pricing in the Service Agreement has been calculated on the basis that the Service Agreement continues until such time as the Customer is entitled to terminate the Term and that the Supplier has made commitments to both its Staff and other suppliers on the basis of the Customer’s commitment to pay the Annual Charge until the end of the Term. If the Customer wishes to terminate the Service Agreement before the contractual expiry date the Customer may do so by making payment to the Supplier of (a) 90% of the total Annual Charges payable until the expiry of the current Period of the Term and (b) if such payment is made less than 90 days before the end of the current Period of the Term 90% of the total Annual Charges payable until the expiry of the next Subsequent Period of the Term and (c) the amount of any other Annual Charges and Additional Charges (if any) which were outstanding as at such date.

16. PROPERTY OF THE SUPPLIER 

All rights and title to the supplies or spare parts delivered by the Supplier to the Customer under the Service Agreement will be reserved to the Supplier until the Supplier shall have received payment from the Customer of all sums payable pursuant to the Service Agreement. Until such payment has been received by the Supplier in full the Supplier may repossess any goods or materials supplied by it to the Customer and for this purpose the Customer grants an irrevocable right and license to the Supplier or its authorised representative to enter upon all or any of the Customer’s premises with or without vehicles during Service Hours. This right will continue notwithstanding the termination of the Service Agreement and without prejudice to any accrued rights of the Supplier. Until such time as payment in full is made to the Supplier as aforesaid the Customer will hold and store all goods and materials made available to it by the Supplier in a fiduciary capacity as bailee for the Supplier and in such a place and manner that such goods and materials are clearly and readily identifiable as the Supplier’s property.

17. LIABILITY 

Personal Injury and Death; Nothing in the Service Agreement shall be construed as limiting the liability of either party for personal injury or death resulting from the negligence of a party or its employees.

Damage; Notwithstanding any other provision of the Service Agreement neither party shall be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of customers, loss of data, or interference with business, or for the cost of purchasing replacement services, or for any indirect incidental special consequential exemplary or punitive damages whether or not caused by the acts or omissions or negligence of its employees or agents and regardless of whether such party has been informed of the possibility of the likelihood of such damages.

Limitation; The Supplier’s sole liability for damages arising out of the furnishing or the failure to furnish Services (including but not limited to mistakes omissions interruptions delays errors or other defects) is limited to the amount of actual damage which the Customer is capable of proving has been caused to the Customer up to a maximum amount which is equivalent the total of Annual Charges payable under this Service Agreement in relation to the Service which gave rise to the loss.

Disclaimer of Warranties; Except for warranties expressly made in the Service Agreement The Supplier makes no warranties or representations express or implied either in fact or by operation of law, statutory or otherwise, including warranties of satisfactory quality and fitness for a particular purpose.

Force Majeure; Neither party shall be liable for any failure or delay in carrying out its obligations under this Service Agreement due to causes beyond such party’s reasonable control including but not limited to Acts of God, fire, flood or other catastrophes, any law order regulation, direction action or request of any governmental entity or agency or any civil or military authority, national emergencies, insurrections, riots, strikes, lock-outs, work, stoppages or other labour difficulties.

18. DATA PROTECTION AND DATA SECURITY

To the extent that the Supplier processes any Personal Data provided by the Customer in relation to this document, the Customer will be the Data Controller and the Supplier will be the Data Processor (as those terms are defined in the General Data Protection Regulation (GDPR) (EU) 2016/679) and the Supplier will:

      • process the Personal Data strictly in accordance with the Customer’s reasonable written instructions from time to time;
      • take adequate security measures to avoid accidental or unlawful destruction, accidental loss, alteration, unauthorised disclosure or access, and against all other unlawful processing of Personal Data; and
      • not store or transfer any Customer controlled personal data outside the European Economic Area without the Customer’s prior written consent.

19. COMMUNICATIONS

Any notice or other document required to be given under the Service Agreement or any communication between the parties with respect to any of the provisions of the Service Agreement shall be in writing in English and be deemed duly given if signed by or on behalf of a duly authorised officer of the party giving the notice and if left at or sent by pre-paid registered or recorded delivery post to the address of the party receiving such notice as set out in the Service Agreement or as notified between the parties for the purpose of this Clause. Any such notice or other communication shall be deemed to be given to and received by the addressee (a) at the time the same is left at the address of or handed to a representative of the party to be served; (b) by post on the day, not being a Sunday or public holiday, 2 days following the date of posting; (c) in the case of a telex telegram cable facsimile transmission or other means of telecommunication on the next following day.

In proving the giving of a notice it shall be sufficient to prove that the notice was left or that the envelope containing the notice was properly addressed and posted as the case may be.

20. GENERAL

      • The invalidity of any individual provision of these Conditions shall not affect the validity of the remaining provisions.
      • Any failure by the Supplier to insist on a strict performance of any provision of the Service Agreement shall not be deemed to be a waiver of the Supplier’s rights and remedies in any subsequent default by the Customer in the performance or compliance with any of these Terms and Conditions.
      • The Customer acknowledges that where the Service Agreement is signed by an employee or an agent of the Customer who has been held out to the Supplier as duly authorised in that behalf the Service Agreement shall be binding on the Customer.
      • The principal commercial terms of the Service Agreement may not be amended or varied otherwise than by an instrument in writing signed by an authorised representative of the Supplier and an authorised representative of the Customer but the Customer expressly confirms and agrees that the Supplier shall have the right to amend the Terms and Conditions of the Supplier from time to time by posting amended Terms and Conditions on the Supplier’s web-site which amended Terms and Conditions will be binding on the parties from the moment they are posted on the web-site.
      • The Supplier reserves the right to assign the benefit or burden of the Service Agreement.
      • The Supplier reserves the right to refer any dispute under the Service Agreement to mediation by a mediator or to arbitration by an independent arbitrator in accordance with the Arbitration Act 1996.
      • The Service Agreement and these Terms and Conditions shall be governed and construed in accordance with the laws of England and Wales whose courts shall be courts of competent jurisdiction.

21. MICROSOFT CONDITIONS OF SERVICE

The following Terms and Conditions are incorporated in full in the Service Agreement and govern the supply of all Services and materials by the Supplier and Customer.  This Contract Agreement constitutes the entire understanding between the Customer and the Supplier and supersedes all prior written or oral agreements, understandings communications or practices between the Customer and the supplier in so far as they relate to the Services.

Any amendments, additions or deletions to these Terms and Conditions must be expressly set out in writing in the Service Agreement and must be signed by a Director of the Supplier and a person with authority to contract on behalf of the Customer. The acceptance by the Customer of the performance of services provided by the Supplier to the Customer following the date of notification of these Terms and Conditions shall constitute acceptance by the Customer of these Terms and Conditions.

22. TERM OF MICROSOFT CONTRACT

This Microsoft Cloud Agreement is entered into between the supplier and the customer. The commencement date starts once the customer provides the purchase order for the initial month of ongoing monthly or annual subscriptions. The supplier shall then provision the customers subscription, onto their partner portal. Licenses available on a subscription basis are monthly, with Payment Terms found in clause 10. For the right to use other Microsoft services yearly, the customer has a range of annual payment options.

23. MICROSOFT RIGHTS

All rights granted under this agreement are non-exclusive and non-transferable and apply as long as neither customer nor any of its Affiliates is in material breach of this agreement. Further Microsoft rights and terms for both supplier and customer can be found at Microsoft Cloud Sever Provider partnerships.

24. MICROSOFT ONLINE SERVICES

The Online Services Terms in effect when Customer orders or renews a subscription to an Online Service will apply for the applicable subscription term. For Online Services that are billed periodically based on consumption, the Online Services Terms current at the start of each billing period will apply to usage during that period.

25. MICROSOFT ORDERING

Orders must be placed through Customers designated Reseller partner portal. Customer must grant the Reseller adequate delegated access to order and provision licenses as per each individual request with relevant notice of 24 hours. Customer may place orders for its Affiliates under this agreement and grant its Affiliates administrative rights to manage the Subscription, but, Affiliates may not place orders under this agreement. If Customer grants any rights to Affiliates or third parties with respect to Software or Customer’s Subscription, such Affiliates or third parties will be bound by this agreement and Customer agrees to be jointly liable.

(a) Customer’s Subscription will automatically renew unless Customer provides its Reseller with notice of its intent not to renew prior to the expiration of the Term, in according with Termination terms in clause 8, whilst adhering to written Communications as found in clause 19.

(b) For academic Offers, the requirements for educational institutions (including administrative offices or boards of education, public libraries, or public museums) listed at https://academic.microsoft.com/. For government offers, the requirements listed at https://enterprise.microsoft.com/en-us/industries/government/

(c) For nonprofit offers, the requirements listed at https://www.microsoft.com/en-us/nonprofits. Microsoft reserves the right to verify eligibility at any time and suspend the Online Service if the eligibility requirements are not met.

26. MICROSOFT ASSOCIATED TAXES

The parties are not liable for any of the taxes of the other party that the other party is legally obligated to pay and which are incurred or arise in connection with or related to the transactions contemplated under this agreement, and all such taxes will be the financial responsibility of the party who is obligated by operation of law to pay such tax.

27.  MICROSOFT SECURITY, PRIVACY AND DATA PROTECTION

Reseller is required Administrator Access and Customer Data. Customer acknowledges and agrees  that (a) once Customer has chosen a Reseller, that Reseller will be the primary administrator of the Online Services for the Term and will have administrative privileges and access to Customer Data, however, Customer may request additional administrator privileges from its Reseller; (b) Customer can, at its sole discretion and at any time during the Term, terminate its Reseller’s administrative privileges; (c) Reseller’s privacy practices with respect to Customer Data or any services provided by Reseller are subject to the terms of Customer’s agreement with its Reseller and may differ from Microsoft’s privacy practices; and (d) Reseller may collect, use, transfer, disclose, and otherwise process Customer Data, including personal data. Customer consents to Microsoft providing Reseller with Customer Data and information that Customer provides to Microsoft for purposes of ordering, provisioning and administering the Online Services Customer consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Customer may choose to provide personal information to Microsoft on behalf of third parties (including your contacts, resellers, distributors, administrators, and employees) as part of this agreement. Customer will obtain all required consents from third parties under applicable privacy and data protection laws before providing personal information to Microsoft. As and to the extent required by law, Customer shall notify the individual users of the Online Services that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities as directed by Reseller or as required by law, and Customer shall obtain the users’ consent to the same.

28. MICROSOFT TERMINATION

This agreement will remain in effect until the expiration or termination of Customer’s Subscription, whichever is earliest. Intention of Termination By The Customer may occur at anytime in accordance with 90 days notice in writing as found in clause 13. The expiration or termination of this agreement will only terminate Customer’s right to place new orders for additional Microsoft products under this agreement.

(a) Termination for cause. If either party breaches this Agreement, the other party may terminate the breached agreement (in whole or in part, including orders) upon notice. If the breach is curable within 30 days, then the terminating party must provide 30 days’ notice to the breaching party and an opportunity to cure the breach.

(b) Cancel a Subscription. Customer’s Re-seller will establish the terms and conditions, if any, upon which Customer may cancel a Subscription.

29. MICROSOFT SUPPORT AND PROFESSIONAL SERVICES

Support of this agreement is mutally agreed within the Service Hours found in clause 4, with the supplier carrying out the applicable Schedule of Services found within the agreed Proposal within reasonable Limits of Service found in clause 11. Such services requires the full cooperation and adherence of Customer Obligations as found in clause 12.

Support services may be performed by Reseller or its designee, which in some extreme cases may be Microsoft or other. If Customer purchases additional professional services under this agreement, the performance of those Professional Services will be subject to Additional Charges found in clause 9.

SCHEDULE OF SERVICES

Zhero provides its customers with a comprehensive Service Level Agreement (or SLA) against all metrics of the services. Rather than view penalty clauses within a SLA from a financial risk/reward context Zhero believes that the ability to achieve an SLA is part of the integral design of the service – in other words Zhero SLAs are designed to be realistic and achievable and measured by Priority. Priority will be set in accordance to the priority matrix by Zhero. This ensures peace-of-mind for the customer without having to compromise on standards. While Zhero will take all reasonable steps to resolve any problems experienced by the Customer within the SLA target time for resolution there can be no guarantee that any problem will be resolved within the Resolution Target Time and it is understood and agreed by the Customer that the Supplier shall have no liability should any problem not be resolved within the Resolution Target Time. Our standard office hours are weekdays 08:00-18:00, for 24/7 after hours support please call us as for immediate assistance. All onsite assistance will be scheduled and coordinated from the service desk and estimated time of arrival for onsite assistance will be communicated at that time. Onsite assistance can vary from 1 hour to a maximum of 8 hours from time of schedule. There is no additional service and/or travel charge for agreements that includes onsite support

SERVICE LEVEL AGREEMENT

PRIORITY MATRIX

PRIORITY SCOPE GUIDE
Critical VIP, User(s), Office, Branch Office, Department, Group Urgent security change request, example disable a user(s) and/or service is unavailable
Immediate restoration and/or action required
No temporary work around, immediate relief required
High User(s), Office, Branch Office, Department, Group Service functionality limited
Client expect quick resolution and can bear with minor delays
Temporary work around, urgent relief required
Medium User(s), Office, Branch Office, Department, Group Service is not functioning correctly
Client inconvenienced but can still function
Temporary work around, relief possible
Low User(s), Office, Branch Office, Department, Group Future assignment or wish list “Nice to Have”
Does not affect function
Experience may be improved

TICKETING WOKRKFLOW

Ticketing

 

 

ADDITIONAL SERVICES

The Supplier will also use all reasonable endeavours to provide the services under the following terms if such Additional Services are specified in the Service Agreement.

GENERAL SERVICE TERMS

Key Features Managed IT services

Feature
Benefit
24/ 7 System Active monitoring and alerting around the clock
Remote service delivery Lowers operating costs with minimal onsite visits
Central database Faster response time and efficient delivery
Simplified system management Removes complexity of management
Coordinated resource allocation Effective and productive use of complete system
Small system footprint No additional server requirements for end-user network
Consolidated systems One central management system for all network devices
Change management ITIL aligned change control
Call tracking and reporting Real-time tracking and reporting on assets and on user level
Inventory tracking and reporting Real-time asset management and inventory control

Technical summary Managed IT services

Feature
Benefit
Microsoft Patch management Distribution of patches to Windows devices
Application management Active Directory, SQL, Exchange, Anti-virus, Print, and more
Application deployment Deployment of software over multiple devices simultaneously
Hardware configuration Disk quotas, CPU assignment, RAM allocation and RAID status
Housekeeping On-going tasks to ensure stability and performance reliability
Security Real-time anti-virus updates and alerts
Services Monitoring of all key system services
Automation Scheduling tasks and system automation with process self-healing
Network Monitoring all network devices
Reporting Provides benchmarking, performance indicators, and resource reports
Maintenance Unlimited support, configuration backups and minor changes

Endpoint Management Services
All system endpoints including: servers, switches, network storage devices, firewalls, routers and workstations are managed and monitored with remote agents and probes to ensure issues are detected and dealt with swiftly with self-healing mechanisms or automated engineer deployment. Zhero makes use of Solarwinds MSP software in the management of all network devices.

Unlimited Support Services

24/7 monitoring, basic support and administration on contracted managed assets only

Standard Support Services

      • Microsoft Client Operating System and Office Suite
      • Microsoft Back office (Server,Domain Controller, Exchange, SQL, SharePoint)
      • Apple Operating System and Office Suite for MAC.
      • Apple Back Office (Server)
      • PDF readers/writers.
      • Standard scanner/printer software
      • Basic support Adobe design and other design software
      • Basic troubleshooting/support contracted hardware assets
      • Basic support only on third party applications (CRM, Accounts)
      • Basic printer setups, single desk moves
      • Basic one user/workstation/desk moves
      • Basic PDA, mobile phones and other mobile devices (limited remote setups)
      • Managed security devices/firewalls
      • Managed switches, routers, SAN’s and NAS devices
      • IOS, untangle, certified/renown network anti-virus only

Conditions applicable to standard support services

      • Our direct-to-engineer/Zhero wait SLA is only for critical support, incidents and maintenance.
      • Any network/system configuration changes, additional software installation,  basic new user, workstation setup, new basic installation and/or desk move requires at least 3 working days lead time in the case of small projects and/or up to 5-10 working days lead time in the case of larger projects i.e. server software, installations and changes.
      • Support and management on workstations/networks on windows domain level is provided only where the operating system supports domain level functionality.
      • Home user VPN Virtual Private Network will only be setup for RDP to office workstation and/or terminal server except if workstation is part of the domain and under service agreement and complies with Supplier standards.
      • All printers and workstations in production require an Ethernet connection and the Supplier does not support wireless printers, scanners and workstations.
      • Non-scan to mail print systems (non-built in scan servers) requires a dedicated workstation. The Supplier will not install scanning software on all workstations on the network.
      • Server replication may be subject to specific additional conditions which will be advised.
      • Free advice and consultancy applies only on equipment bought from the Supplier.
      • The Supplier reserves the right to charge for the installation or uninstallation of any inappropriate software spyware or viruses.
      • Cloud Backups will be fully managed only if the server is also under management.

Cloud Backup Services

      • Unmanaged service is provided “as is” and the service is not monitored. Remote assistance will be charged at standard rate.
      • Managed service includes remote assistance and monitoring of the scheduled backups.
      • Backup infrastructure architecture requirements:
      • Local Backup device with enough capacity to store local copy of backups
      • Retention of mailboxes and deleted items on Exchange level
      • Implementation of Windows Shadow copies
      • Working operating system for data restores and data cannot be accessed directly from cloud platform
Feature
Benefit
Secure Data is encrypted and password protected to ensure privacy
Redundant Multiple location storage ensures continuity
Cyclic Redundancy Checking (CRC) Data integrity is maintained to prevent corruption or tampering
Cost effective Only pay for what is used with minimal requirements
Bandwidth efficient Incremental backups and intelligent file detection minimises network usage
Cross platform Support for Windows systems, Macintosh, Unix based systems
Application awareness Support for Exchange, SQL, Oracle, and Open file systems
Reliability More reliable media does away with tape drives
Retention Data is stored for 14 days by default, this can be changed as required

Cloud Email Security Services

      • Fair use policy applies with a limit of 150 GB incoming and 150 GB for a set of 100 mail boxes/email addresses per domain annually.
      • Email storing/caching is limited to 48 hours.
      • Any remote assistance will be charged at standard rates when the primary mail server is not under support cover.
      • Service not to be used for spam, mass marketing and newsletters.
      • Fully automated software as a service (SAAS) in Zhero email security ensures that suspicious and harmful incoming emails are blocked and/or sterilised before they reach our clients. Outgoing email undergoes the same process before reaching its destination.
Feature
Benefit
Anti-spam Advanced spam-detection prevents spam reaching your networks
Secure Malicious software is detected and removed as well as preventing Phishing attacks
Message queuing In the event of failure, mail is stored online waiting for distribution
Rapid Email Redirection Email is redirected to a backup server within minutes in the event of failure
Cost effective No additional hardware or software requirements
Automatic updating Updates and patches are applied automatically to ensure reliability
Bandwidth efficiency Bandwidth use is minimised to avoid excess overhead costs
Outgoing filters Emails are sterilised before are sent
Web control Easy control of connections, reporting, whitelists and blacklists

Disaster Recovery (DR) Services

      • Loan server delivery might vary as data sizes and data transfer speeds fluctuates.
      • Loan server delivery in event of DR will be at no additional cost.
      • Loan server service free of charge for a period of 10 working days only.
      • Loan server only to be used in event of DR and not in the event server failure as result of ignorance by Customer.
      • DR Service might be placed on hold for duration of any system migrations, upgrades and/or installations.

 

Feature
Benefit
Scenario Cover No access to office, server failure, fully comprehensive server loss
Imaging Images copied to removable drive
Onsite engineer Engineer to swap removable drives and deliver to secure data centre
Standby server In the event of server failure we will provide an alternative server at no additional cost
Standby Mail server In the event of mail server failure we will provide an alternative mail server in the Zhero cloud

Anti-Virus Management Services

      • Periodic update of all Data files required to detect and delete viruses introduced into the network from Data Drives.
      • The Supplier will not be held responsible for potential downtime on Customers’ system because of any form of exploit.
      • The Supplier will deploy best practices to minimize the occurrence of any exploit and will continue updates / full system scans.
      • The Supplier supports only network Anti-Virus systems and not standalone.

Connectivity, Co-location and third party Services;

      • External partner specific terms and conditions apply and are available on request.
      • Default duration for data centre cabinets, lease line, fibre connections are up to 3 years except where differently stated.
      • Supplier/vendor price increases might occur and cost will be relayed to Costumer.
      • Major line installs are subject to terms of contract and subject to way leaves, Supplier confirmation and site survey and are exclusive of in-house cabling.

 At Zhero we always endeavour to provide you with the best customer experience possible.

 Should you have any questions, do give us a call on 0207 183 0234.

 

23/08/2018 at 09:00